Greenbrook TMS Announces Completion of Share Consolidation in Connection With Proposed NASDAQ Listing
01 Februar 2021 - 11:00PM
Business Wire
Greenbrook TMS Inc. (TSX: GTMS) (“Greenbrook” or the
“Company”) is pleased to announce that, in conjunction with
its application to list its common shares (the “Common
Shares”) on The NASDAQ Stock Market LLC (“NASDAQ”), the
Company has completed the consolidation of its issued and
outstanding Common Shares on the basis of one (1)
post-consolidation Common Share for every five (5)
pre-consolidation Common Shares (the “Share
Consolidation”).
The Company today filed articles of amendment which implemented
the Share Consolidation and the Company anticipates that its Common
Shares will begin trading on a post-consolidation basis on the
Toronto Stock exchange (“TSX”) at the market open on
February 4, 2021 under its current trading symbol “GTMS”, and under
new post-consolidation CUSIP and ISIN numbers of 393704309 and
CA3937043097, respectively.
The Share Consolidation will result in the number of issued and
outstanding Common Shares being reduced from approximately 67.5
million to approximately 13.5 million, on a non-diluted basis. As
previously announced, no fractional Common Shares will be issued as
a result of the Share Consolidation. Any fractional interest in
Common Shares that would otherwise result from the Share
Consolidation will be rounded up to the next whole Common Share, if
the fractional interest is equal to or greater than one-half of a
Common Share, and rounded down to the next whole Common Share if
the fractional interest is less than one-half of a Common Share.
The exercise price and number of Common Shares issuable upon the
exercise of outstanding stock options, warrants or other
convertible securities will be proportionately adjusted to reflect
the Share Consolidation in accordance with the terms of such
securities.
Registered shareholders have received letters of transmittal
with respect to the Share Consolidation, which were mailed with the
Company’s Management Information Circular on or about December 15,
2020. The Share Consolidation is now effective and registered
shareholders should surrender their existing share certificates
(representing pre-consolidation Common Shares) for replacement
share certificates (representing post-consolidation Common Shares).
Until surrendered, each existing share certificate will be deemed,
for all purposes, to represent the number of Common Shares to which
the holder thereof is entitled as a result of the Share
Consolidation.
Registered shareholders may obtain copies of the letter of
transmittal by contacting Greenbrook’s transfer agent,
Computershare Investor Services Inc., or under Greenbrook’s profile
on SEDAR at www.sedar.com.
Shareholders who hold their Common Shares through their broker
or other intermediary and do not have actual share certificates or
DRS Advices registered in their name will not be required to
complete and return a letter of transmittal. Any pre-consolidation
Common Shares owned by such shareholders will automatically be
adjusted as a result of the Share Consolidation to reflect the
applicable number of post-consolidation Common Shares owned and no
further action is required to be taken by such shareholders.
Greenbrook has applied to list the Common Shares on NASDAQ under
the symbol “GBNH.” The Company is currently targeting to complete
the proposed listing on NASDAQ by the end of February 2021, or as
soon as possible thereafter, subject to satisfaction of all
necessary listing requirements and completion of review by the U.S.
Securities and Exchange Commission (the “SEC”).
About Greenbrook TMS Inc.
Operating through 126 Company-operated treatment centers,
Greenbrook is a leading provider of Transcranial Magnetic
Stimulation (“TMS”) therapy, an FDA-cleared, non-invasive
therapy for the treatment of Major Depressive Disorder and other
mental health disorders, in the United States. TMS therapy provides
local electromagnetic stimulation to specific brain regions known
to be directly associated with mood regulation. Greenbrook has
provided more than 510,000 TMS treatments to over 14,000 patients
struggling with depression.
Cautionary Note Regarding Forward-Looking Information
Certain information in this press release, including with
respect to the receipt of final approval from the TSX with respect
of the Share Consolidation, the date that Greenbrook expects the
Common Shares to commence trading on a post-consolidation basis,
the proposed listing on NASDAQ and related registration with the
SEC, constitute forward-looking information. In some cases, but not
necessarily in all cases, forward-looking information can be
identified by the use of forward-looking terminology such as
“plans”, “targets”, “expects” or “does not expect”, “is expected”,
“an opportunity exists”, “is positioned”, “estimates”, “intends”,
“assumes”, “anticipates” or “does not anticipate” or “believes”, or
variations of such words and phrases or state that certain actions,
events or results “may”, “could”, “would”, “might”, “will” or “will
be taken”, “occur” or “be achieved”. In addition, any statements
that refer to expectations, projections or other characterizations
of future events or circumstances contain forward-looking
information. Statements containing forward-looking information are
not historical facts but instead represent management’s
expectations, estimates and projections regarding future
events.
Forward-looking information is necessarily based on a number of
opinions, assumptions and estimates that, while considered
reasonable by the Company as of the date of this press release, are
subject to known and unknown risks, uncertainties, assumptions and
other factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to the factors described in greater detail in the
“Risk Factors” section of the Company’s current annual information
form available at www.sedar.com. These factors are not intended to
represent a complete list of the factors that could affect the
Company; however, these factors should be considered carefully.
There can be no assurance that such estimates and assumptions will
prove to be correct. The forward-looking statements contained in
this press release are made as of the date of this press release,
and the Company expressly disclaims any obligation to update or
alter statements containing any forward-looking information, or the
factors or assumptions underlying them, whether as a result of new
information, future events or otherwise, except as required by
law.
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Glen Akselrod Investor Relations Greenbrook TMS Inc.
investorrelations@greenbrooktms.com 1-855-797-4867
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